Hephaestus Holdings Limited — Proxy Solicitation & Information Statement 2016

Mar 10, 2016

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

PAN ASIA MINING LIMITED 衷亞礦業有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8173)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "EGM") of Pan Asia Mining Limited (the "Company") will be held at 8:00 a.m. on Friday, 8 April 2016 at Auberge Discovery Bay Hong Kong, 88 Siena Avenue, Discovery Bay, Lantau Island, Hong Kong or at any adjournment thereof, for the purpose of considering and, if thought fit, passing (with or without amendment) the following resolutions of the Company (unless otherwise indicated, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 11 March 2016):

ORDINARY RESOLUTIONS

1. "THAT subject to and condition upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") granting approval of the listing of, and permission to deal in, the Consolidated Shares (as defined below), with effect from the business day (as defined below) immediately following the business date on which this resolution is passed:

(a) every eight (8) issued and unissued shares of HK$0.01 each in the share capital of the Company be consolidated into one (1) share of HK$0.08 each (the "Consolidated Share") in the share capital of the Company (the "Share Consolidation");

(b) the Consolidated Shares shall rank pari passu in all respects with each other and have the same rights and privileges as regards dividend, capital, redemption, attendance at meetings, voting, etc. and be subject to the restrictions in respect of ordinary shares contained in the articles of association of the Company;

(c) all fractional Consolidated Shares will be disregarded and will not be issued to the holders of the existing shares of HK$0.01 each in the share capital of the Company but all fractional Consolidated Shares will be aggregated, sold and retained for the benefit of the Company, if possible and applicable; and

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(d) the directors of the Company be and are hereby generally authorised to do all such acts, deeds and things and execute all such documents, including under the seal of the Company, where applicable, as they may consider necessary or expedient to complete, implement and give effect to any and all the arrangements set out in this resolution.

For the purpose of this resolution, “business day” means a day on which commercial banks in Hong Kong are generally open for business (other than Saturday, Sunday and public holiday).

1. “THAT conditional upon fulfilment or waiver (where applicable) of the conditions of the Underwriting Agreement (as defined below):

(a) the allotment and issue of not less than 2,529,776,120 Consolidated Shares and not more than 2,530,038,920 Consolidated Shares (the “Rights Shares”) by way of rights issue (the “Rights Issue”) at a subscription price of HK$0.112 per Rights Share on the basis of eight (8) Rights Shares for every one Consolidated Share to the qualifying holders of the Shares (the “Qualifying Shareholders”) of the Company whose names appear on the register of members of the Company on Wednesday, 20 April 2016 (or such later date as the Company and the Underwriter may agree to be the record date for such Rights Issue) (the “Record Date”) other than those shareholders with addresses on the Record Date are outside Hong Kong whom the Directors, after making relevant enquiry, consider their exclusion from the Rights Issue to be necessary or expedient on account either of the legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place (the “Non-Qualifying Shareholders”) as described in further details in the Company’s circular dated 11 March 2016 and on and subject to such terms and conditions as may be determined by the Directors and otherwise pursuant to and subject to the fulfillment of the conditions set out in the underwriting agreement (the “Underwriting Agreement” including all supplemental agreement(s) relating thereto, if any) (a copy of which has been produced to this meeting marked “A” and signed by the chairman of this meeting for the purpose of identification) dated 15 February 2016 and made between the Company and Freeman Securities Limited as underwriter (the “Underwriter”), and the transactions contemplated thereunder, be and are hereby approved;

(b) any one Director be and is hereby authorised to allot and issue the Rights Shares pursuant to or in connection with the Rights Issue notwithstanding that the same may be offered, allotted or issued otherwise than pro rata to the Qualifying Shareholders and, in particular, the Directors may make such exclusions or other arrangements in relation to Non-Qualifying Shareholders as they deem necessary or expedient having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong;

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(c) the entering into of the Underwriting Agreement by the Company be and is hereby approved, confirmed and ratified and the performance of the transactions contemplated thereunder by the Company be and are hereby approved; and

(d) any one Director be and is hereby authorised to sign and execute such documents and do all such acts and things incidental to the Rights Issue or as he/she considers necessary, desirable or expedient in connection with the implementation of or giving effect to the Rights Issue, the Underwriting Agreement and the transactions contemplated thereunder or in this resolution."

SPECIAL RESOLUTION

1. "IT IS RESOLVED AS A SPECIAL RESOLUTION THAT subject to and conditional upon the necessary approval of the Registrar of Companies in the Cayman Islands being obtained, the English name of the Company be changed from "Pan Asia Mining Limited" to "Union Asia Enterprise Holdings Limited" and the dual foreign name of the Company be changed from "寰亞礦業有限公司" to "萬亞企業控股有限公司", and that the Directors be and are hereby authorized to do all such acts and things and execute such further documents and take all steps which, in their opinion may be necessary, desirable or expedient to implement and give effect to the aforesaid change of English name and dual foreign name of the Company and to attend to any necessary registration and/or filing for and on behalf of the Company."

By order of the Board
Pan Asia Mining Limited
Yip Man Yi
Chairman

Hong Kong, 11 March 2016

Notes:

1. Any shareholder entitled to attend and vote at the extraordinary general meeting shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf. A proxy need not to be a shareholder of the Company.

2. In order to be valid, a form of proxy together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company's branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for the extraordinary general meeting (or any adjournment thereof).

3. Completion and delivery of a form of proxy shall not preclude a shareholder from attending and voting in person at the extraordinary general meeting and in such event, the instrument appointing a proxy shall be deemed to be revoked.

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1. Where there are joint holders of any shares, any one of such joint holder may vote, either in person or by proxy in respect of such shares as if he/she were solely entitled hereto; but if more than one of such joint holders be present at the extraordinary general meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company.

2. A form of proxy for use at the extraordinary general meeting is attached herewith.

3. Any voting at the extraordinary general meeting shall be taken by poll.

4. The form of proxy shall be in writing under the hand of the appointer or his attorney duly authorized in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized to sign the same.

As at the date of this notice, the board of directors of the Company comprises four executive Directors, Ms. Yip Man Yi, Mr. Cheung Hung Man, Mr. Michael Koh Tat Lee and Mr. Shiu Chi Tak, Titus, two non-executive Directors, Mr. Liang Tong Wei and Mr. Wong Chi Man, and six independent non-executive Directors, Mr. Chu Hung Lin, Victor, Mr. Tong Wan Sze, Mr. Fung Kwok Leung, Dr. Wan Ho Yuen, Terence, Mr. Li Kwok Chu and Mr. Lau Shu Yan.

This notice, for which the Directors jointly and individually accept full responsibility, including the particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information in this notice is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this notice misleading.

This notice will remain on the page of “Latest Company Announcement” on the GEM website for at least 7 days from the date of its posting.

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